Fade to Black
by animevampire17
Summary: Three years after Gwen Stacey died, Peter's moved on and is ready to spend every moment of his life with MJ. So what happens when a mystery girl known as Gracie Stewart suddenly intervenes in his quiet life, desperate for help and claiming that she knows who he really is? - BASED OFF MOVIE! (Disclaimed: I do NOT own any of the character used in this story, all right go to Marvel)
1. One - Gracie Stewart

"My name is Gracie Stewart, and I made a reservation for one." Gracie said as she gave the clerk her form. Looking her up on the computer, he nodded with a smile and handed her the room key. "Thank you. I'm exited to be back in New York." She said, walking up to her room.

"You a Spider-Man fan?" The guy who carried her luggage asked, seeing the spider sticker on her bags. Swallowing hard, Gracie nodded and opened up her door. "He's our hero, he gives us hope. We never really realized how much we needed him until he took that five month break three years back." He continued, and Gracie clenched her fists.

"Yea, well, thank you. Here's your tip." She said as she gave him a five dollar bill and slammed the door in his face. "I'm not here for Spider-Man, I'm here for answers." She whispered in anger, then quickly began to unpack her bags so that she could head back out.

Meanwhile, Peter Parker was walking with Mary Jane Watson down the beach. She didn't have work that day, so he had the entire day to be with her and just hang out. She agreed to let him take her on a boat ride, which she ended up enjoying a lot more than she originally thought she would.

"I've had such a great day with you, MJ. I hope we can have more days like this," Peter admitted with a smile, and she turned so red that her face matched her hair. "You're too cute," he said, and she laughed and ran off ahead of him. Just as he was about to chase after her, he felt a strange shock run through his body. It was as if something was calling out to him, as if something dangerous was being put into motion.

"Hi, my name is Gracie Stewart and I have an appointment." Gracie - who was now at Oscorp - said as she stared out the window, glancing at the bell tower for a split second. The receptionist gave her directions to the office she was supposed to go to, and she went to start her interview.

"How long have you lived in New York?" The man who was performing her interview asked, and Gracie smiled.

"I just started living here today. My plane landed last night, but I've been planning my arrival for a while. I even scheduled my appointment for today two months ago." She answered.

"Why do you want to work at Oscorp?" He questioned, looking her straight in the eyes.

"I love science, it's my life. And I have a feeling that Oscorp is the only place for someone

like me, someone who has nothing." She said, honestly, and he nodded.

"Alright, that'll be it for today, Miss Stewart. I'm going to review all 90 of your responses with the board, then I'll give you a call. Have a nice day." He said, shutting the binder and walking out.

"Yes, it will be a nice day." Gracie whispered, then scooped up her bag and left the building in a hurry. Feeling as if nothing could get in her way, she rushed toward the bell tower and stopped right in front of it. "This is where I died, this is where Gwen Stacey died. I don't get it, why am I alive?" She wondered, putting her hand on the ground where her head had collided with the concrete.

"Look, it's Spider-Man!" A little boy shouted, and Gracie quickly scampered to her feet and hid. She watched in agony as Spider-Man swung from building to building with a beautiful redhead in his arms.

"He's moved on, he doesn't need you. Besides, you're Gracie now, not Gwen. Gwen is dead, she's dead." She repeated to herself, then took a strand of her hair and glanced at it. The black was already beginning to fade, and she was going to be needing new brown contacts as well. She needed to change her appearance after that night...

**Flashback**

Coughing, Gwen sat bolt up right, her eyes wide open and her heart pounding violently in her chest. Her clothes were battered and stained in blood and dirt, not to mention that she had no idea where she was. Remembering that she had died, Gwen pushed herself off the ground and looked around the alley for any kind of reflective surface.

"Oh my God," she whispered in horror, seeing how messed up she looked. It wasn't just her clothes that were stained in blood, so was her face and hands. Not wanting to startle anyone, she dug through several dumpsters before finding an old worn-down wool blanket.

"Gross," people hissed under their breath as they covered their noses and tried to avoid contact with her. She smelled like dumpster and rotten corpse. Finding a stray newspaper, she couldn't believe that it had only been a week since she died.

"What is this?" She questioned, then dropped the paper and stumbled away from it. Everyone believed she was dead, meaning there was no where to go back to. Peter promised he'd follow her forever, but she couldn't put him through something like that. With tears running down her face, Gwen turned away from the paper as if she was turning away from the life she once knew.

**Flashback End**

"What happened here, and why did I wake up in an alley?" Gracie questioned, resting her hand on the tower. Starting to feel hungry, she spun around and bumped right into someone. "I'm so sorry, I wa-!" She began, but shut up. Standing in front of her, wearing a Nurse's uniform, was none other than Peter's aunt May.

"It's alright, I should've been looking where I was going." She said, not recognizing her in the least. Who could blame her? Gracie didn't just change her hair color and eyes, she also changed the way she dressed and the way she did her make-up.

Unlike Gwen, Gracie wore dark purple lipstick, thick onyx eyeliner, and a type of foundation that brought out the true beauty of her facial features. She went from wearing appropriate office like clothing to wearing over sized band shirts, skinny jeans, and black creepers.

"No, it was entirely my fault. Do you happen to know a good place to eat around here? I'm terrible hungry, but I just moved here and I'm currently living in a hotel. Room service is way too expensive for my budget since I don't have a job yet." Gracie explained, and aunt May beamed. 

"Aunt May, I'm home! I hope you don't mind that I invited MJ over fo-!" Peter announced as he entered the house, but snapped his mouth shut once his eyes landed on the ebony haired beauty in his house.

"Oh good! You're home! How was your day?" Aunt May asked as she embraced the couple. "This is my friend Gracie. She just moved here, and I thought I'd invite her to dinner." Aunt May explained.

"More like take me prisoner," Gracie grumbled under her breath with a sigh.

"Gracie, this is my nephew Peter and his girlfriend Mary Jane. Don't they make the cutest couple?!" May said with excitement, and Gracie felt a sharp pain in her heart.

"Yea, they really do. Redheads are nearly impossible to find these days, so that's a bonus. Now, is she smart? Well, she must be considering you kept bragging how Peter was a genius." She said, forcing a smile.

"I'm not that smart, so I'm lucky to have someone who can tell me when I'm wrong and show me the right way to go." Mary Jane said.

"That's _adorable_. Um, if you all will excuse me I need some air, it's getting hot in here." Gracie lied, then hurried out the door. "Oh no, not now." She whispered in horror, feeling her heart rate beginning to slow down. Considering she died and was brought back to life, her heart had a funny habit of shutting down at random moments for 20 minutes. With one final beat, Gracie collapsed, laying dead on the cold concrete.


	2. Two - Behind The Mask

"-acie! Gracie, wake up!" A familiar male voice screamed. Feeling her heart slowly beginning to start back up, Gracie jerked and clung to whoever was holding her. "Gracie, we already called the paramedics. You're going to be okay," he continued. Everything sounded slightly muffled as her senses returned to their natural state, the only thing she knew for sure was that she was overly comfortable.

"You're so warm," she whispered, finally able to force open her eyelids. Taking a couple of seconds to adjust and process everything, Gracie nearly had a heart attack once she realized who was holding her. "Peter?" She questioned, pushing away from and falling off his lap and onto her butt.

"Don't move so much, just sit still and wait until the ambulance arrives." He insisted, and she gasped. "Your heart stopped and you weren't breathing, we had to call the paramedics." He defended.

"I don't care if I was bleeding to death, you shouldn't have done that. I'm thankful that you care, but I'm not someone you should concern yourself with. Please don't ever call the paramedics for me again or I'll let everyone know your little secret, Spider-Man." Gracie threatened, and he tensed up. "That's right, I know who you are." She said.

"How can you possi-?" He began, but was silenced by the sound of the sirens turning the corner. Groaning, Gracie pushed herself off the ground and ran for it with Peter right on her tail. "Wait!" He called.

"Haven't you caused enough trouble?! Just leave me alone!" She shouted back, trying hard to pick up her pace. Her legs were still a little numb, so she wasn't able to move as fast as she normally would. Knowing that she already knew his secret, Peter caught her with his web and reeled her right back in and into his arms.

"I told you to wait," he half growled, and she smiled at the authority in his voice. Despite how much she hated being told what to and not to do, it had been a long time since Peter had scolded her. The last time he told her what to do was when they were up on the clock tower and he shouted that she couldn't be there.

"Listen to me, and listen good, Peter Parker. I am not your girlfriend, and I sure as Hell am not your problem. Don't tell me what to do, and don't think you can threaten me with your little cobwebs. I've killed spiders bigger than you, so I'm not afraid to squish you like the annoying bug you are." She snarled, putting her hands on his chest. "Please, leave me alone." She begged, then pushed him away and ran off.

"Who are you?" Peter asked as he watched her turn into the alley and disappear.

"Peter!" Mary Jane called as she finally caught up, out of breath and having to hang onto him for support. "Where did she go?" She asked.

"She just took off and said that we shouldn't worry about her. She seemed better to me, so I think we should just let her be." He lied, smiling back at his girlfriend.

"Alright, but maybe we should ask your Aunt May if she has her number so that we could check up on her later," MJ suggested, and Peter shook his head.

"She said she's fine, so we should respect that and just let her be. C'mon, let's get back to the house and enjoy a nice meal like a family. You know how much Aunt May loves having you around," he reminded her as he grabbed her hand and led her back toward the house, not once forgetting what Gracie had said.

"Stupid Parker," Gracie growled as she stumbled into her hotel room and fell onto her bed. Her legs felt like jelly beneath her from all the running she just did right after waking up from being dead. Experience had taught her that it was usually better if she waited a while to start moving her body like that, but she had no choice in that moment. All she knew was that she needed to get away, get away from Peter. The sound of her cell phone buzzing to life scared her so bad that she fell off the bed. "You better have a good reason for calling," she growled into the phone.

"Is this Miss Gracie Stewart? My name is Emily, and I'm calling to notify you about your job application for Oscorp. I can call you back later if this isn't a good time?" Emily questioned, and Gracie gasped.

"No! I'm sorry, now is a perfect time!" She shouted.

"Great. Well, I am happy to inform you that you got the job. Congratulations, Miss Stewart, we hope to see you bright and early tomorrow." Emily congratulated, then quickly hung up the phone.

"Thank God," Gracie whispered as she turned on her wireless speakers that were in the bathroom and opened up her playlist. "Hopefully some music can calm my nerves." She sighed, playing _Hero_ by Nickelback as she walked into the bathroom to take a warm bubble bath.

Meanwhile, Peter was saying his goodbyes to MJ and helping May clean up the kitchen. No matter how hard he tried, he couldn't keep the onyx haired beauty out of his head. Not only did she know who he was, but something about her just called out to him. He thought it weird since she wasn't his type with her dark black hair and punk clothing style.

"Aunt May, where did you meet Gracie?" Peter finally asked, and his aunt looked back at him in confusion, surprised by the sudden question. Peter hadn't really spoken much throughout dinner, so she was afraid that he was angry with her or something for inviting Gracie to eat with them.

"Well, I met her today on my way home from work. Why the sudden interest? You didn't mention her at all during dinner," she noted, and he narrowed his eyes.

"She's just different. What do you mean you met her on your way home?" He continued, and she placed her hands on her hips with a sigh.

"I happened to bump into her and she asked me where she could find a good place to eat. Apparently she's on a budget since she just moved here and has no job as of yet. Maybe you can help her in getting a job at that paper place where you work," she proposed.

"I'm not even sure if I officially work there yet," he joked as he finished washing the dishes. "Alright, I'm heading out. I'll be back soon, as always." He said as he pulled on his jacket and walked out the door. It didn't take him long before arriving at the cemetery and putting some roses in the grave.

"Why is New York so freaking cold?" Gracie whispered as she entered the exact same cemetery with some tulips in hand. Seeing Peter there, she gasped and quickly hid behind a large headstone. "Why is he here?" She questioned, watching him as he sat down on the grass with a sad smile.

Gracie had merely stayed hidden and watched him from a distance for over half an hour. It was interesting, watching him laugh and talk to the headstone as if it were a real person that could reply. The emotions that ran through her were both overwhelming sorrow for his loneliness and joy that he didn't break down. As soon as he was done talking, Peter patted the headstone and walked off with the same sad smile he had come with.

"Who could it be?" Gracie questioned as she came out from hiding and approached the grave. She couldn't stop the tears from falling as she read the name: Gwen Stacey. A part of her swore that he had forgotten her, a part of her really believed that he had moved on completely. To know that Peter still visited and laughed with her made her feel more loved than she had ever felt before in her life. "I hate you, Spider-Man!" She screamed at the top of her lungs, crushing the tulips and falling onto her knees.

It was so hard for her to keep her distance from him and keep from telling him who she really was. Because of him, she had lost everything. She lost her dad, she lost her own life, and now she was losing him. Why? Because Spider-Man existed. It was cool having a superhero boyfriend when she was alive, but being dead meant she had come to realize the downside to it all.

"Please help me understand, Ben Parker." Gracie said as she made her way over to the grave of Peter's uncle Ben. "What do I do? What am I supposed to do?" She questioned, curling into a ball on the grass. Over the past three years, there was never a moment in which she had felt so alone and lost. Before she knew it, she had succumb to her fatigue and fell asleep.


	3. Three - My Friend Spider-Man

"Shit! I'm late!" Gracie shouted as she woke up, still in the cemetery. Not wanting to waste anymore time to go home and change, she jumped up and hurried toward Oscorp in what she was already wearing. Her white shirt was slightly stained green from the grass, but none of that really seemed to matter. She was so distracted by the thought of getting there on time that she wasn't really paying attention to the cars as she ran into the street.

"Woah there!" Spider-Man called as he latched onto her waist and rolled with her into the middle of the street. "You should watch where you're going next time. You almost got yourself ki-," he began, but shut up once he realized who he was talking to. "Gracie?" He questioned, and she gave him a guilty laugh.

"Yea, sorry about that. I was in a bit of ru- wait! Why the Hell am I explaining myself to you? I have to go!" She screamed, pushing herself back up and running off again.

"Always running," he joked as he shot out a web and swung over to her. "I can get you to where you're going faster if we go my way," he offered, and she stopped mid-step and looked at him.

"You'd do that for me?" She asked.

"Just tell me where to go," he replied, wrapping his arm around her waist and pulling her close.

"Oscorp," she whispered, and he stiffened. "I got a job there as an intern. It was an offer I couldn't refuse," she noted and he nodded. Without another word, he held her close as he swung from building-to-building toward Oscorp. "You're as amazing as always, Spider-Man. I can't imagine where I'd be without you." She said with a laugh.

"Probably dead from getting hit by a car," he teased and she blushed.

"Ugh! Never mind what I said, you're a jerk!" She protested with a laugh, then screamed as they almost hit a building. "You did that on purpose, didn't you?" She accused, and he laughed.

"Me? Why would I ever do such a thing to a pretty lady?" He asked, his mask hiding his devious smirk.

"You think I'm pretty?" She wondered, and he turned to face her.

"I think you're beautiful," he admitted, and her blush deepened. "Gracie, how do you know who I am?" He asked, and her blush quickly disappeared and was replaced by a look of shock. She could tell him who she was, but what were the chances that he would actually believe her? Coming back from the dead was impossible, or at least that's what she used to think.

"I'm good at puzzles, that's all I can tell you. Please, just drop it." She begged as he lowered them down slowly in front of Oscorp. Looking down, Gracie gasped and clung to him as if for dear life, her heart racing and her head spinning.

"Are you scared of heights?" He asked.

"No, I'm scared of falling." She said honestly, her eyes stinging with tears as she buried her face in his neck. "I'm begging you, please don't drop me." She cried, and Spider-Man tightened his grip on her. Even after they had safely reached the ground and created a crowd, Gracie wasn't able to release her grip on him.

"Gracie?" Spider-Man called, and she looked up at him, reporters and civilians taking pictures of the two of them together. "You can let go now," he informed her and she felt her heart skip a beat.

"Yea, I'm sorry." She apologized, then quickly ran inside the building. She knew she still loved him, but she also knew that their love had dyed when she did.

Wanting to get her mind off things, Gracie went to the front desk to get her things. Emily had given her a white lab coat, an identification badge, and a pair of safety glasses. Considering she had already worked their before, Gracie knew exactly where to go and what to do. She was good at her job before, which meant she'd be good at it now.

"Did you hear that Spider-Man was outside the building earlier? I wish I could've gone outside to see him, he's so cute! And I love the way his butt looks in those tights," another intern said as she talked with her friend. Ignoring them, Gracie grabbed an empty folder and made her way down the hall and into the experimentation room.

"Now I can work," she said, shutting the door behind her and turning on the lights. After the incident with Curt Connors and Norman Osborn's lizard crisis, that specific lab was left unused and off limits. But she didn't care at all for the rules. His research on human DNA could possibly help her with finding out what went wrong when she died that had brought her back to life. "Time for work, Gracie." She told herself, pulling her hair up into a messy bun and stabbing a needle into her arm to draw some blood.

She wasn't too sure how long she worked, but she knew that it was definitely for more than a couple of hours. Without really thinking, she had ended up taking a little too much blood from herself to the point that she ended up feeling anemic during the end of it all. She was cold, tired, and nauseous all at once. It was worth it though, because she really needed to find a rational explanation as to why she was alive.

"Gracie Stewart, your ride is here to pick you up." Came a girlish voice over the intercom. Confused, she quickly dialed the front desk, using the wall to keep herself up so that she wouldn't fall. "Hello?" Answered the lady, her voice extra giggly and high pitched.

"Yea, this is Gracie Stewart. Who's here to pick me up?" She asked.

"Spider-Man," the lady replied in a dreamy voice, and Gracie groaned, slamming her head against the wall.

"Can you send him up? I might take a little longer than expected," she said, hanging up the phone and opening up the door so that she could see when he was coming up. Literally almost everyone in the building had run to swarm him as he walk out of the elevator. Turning off the lights, Gracie stumbled over to him with a scowl on her face. "What are you doing here, Spider-Man?" She questioned as he walked over to her.

"Just came to pick up my best friend," he replied, and she grit her teeth. "You look really pale though, are you feeling okay?" He wondered, and she gasped as an idea popped into her head.

"Actually, I feel a little sick. Can you help me to the bathroom?" She asked, and he nodded, wrapping his arm around her waist and walking with her toward the bathroom. As soon as they were out of sight and near the door, Gracie pushed him into the lab and quickly locked the door behind her.

"What are-?" Spider-Man began, then shut up as the lights went on. He knew exactly where they were, he having been there with an old friend when he was just starting to understand his powers. "Why are we here?" He asked, taking off his mask and looking her in the eyes.

"I need a sample of your blood. Please, I'm begging you. I'm trying to understand something big that happened in my life, and I think you're the only one who can help me." She pleaded, walking toward the desk and quickly shutting the notes she took regarding the incident that happened three years prior.

"If you're trying to use my blood to save yourself from something, then it won't work. The spider that bit me was specifically encoded using my father's DNA. That means that it can have drastically negative effects on someone who isn't a direct descendant of his." He explained, and Gracie narrowed her eyes. Peter had never told Gwen any of what he was telling her, which was strange since he told Gwen everything about him.

"I'm not going to inject myself with your blood, I'm going to study it." She corrected him, sitting down and raising a vial that contained her own blood. Turning in her chair, she handed it to him, leaving him in stunned silence as he looked it over. Unlike normal blood, this once was literally pitch black like melted coal. "A couple of years ago there was an accident and my blood was mutated because of it. Like you, Peter, I am different from other people. I need your help to understand what caused the change, because there is nothing from the accident that could possible bring upon something like this." She explained.

"Alright, take my blood." He offered, sliding off the top half of his suit and giving her his arm. Gracie gave him a sad smile as she gently injected a clean needle into his vein and drew out the blood.

"Thank you for this, for being a good friend. You don't even know me, but yet you're willing to help. I don't know how I can ever repay you," she whispered.

"Stop running from me," he told her, raising her chin with his free arm so that he could look her directly in the eyes. "That's all I ask. Just stop running and you don't have to repay me. Right now, when we're done here, let's hang out. Just two friends getting to know each other better. Is that too much to ask for?" He wondered, and she smiled.

"Fine, Romeo. We'll split the tab for everything we do, proving that it's really not a date." She joked as she finished up with the last test tube and pulled out the needle. Peter watched as she labeled them with his initials and opened up the freezer. While he had only filled out three of them, Gracie had done fifteen, all labeled with the initials "G.S." on them.

"G.S.?" Peter questioned, and she looked back at him in surprise, then at her vials.

"Yea, those are my initials. Didn't I already tell you my name? It's Gracie Stewart," she explained, shutting the fridge and walking over to get her stuff. Considering she was still weak from taking out so much blood, she ended up feeling really dizzy and not having anything around to support her weight. Unable to bear it, she fell back and landed right onto Peter's chest.

"I like your initials," was all he said as he pulled on his shirt and mask, before lifting her up into his arms.

"Why?" She wondered, a little disappointed that she couldn't see his facial expression.

"They remind me of someone who was more than special to me. They remind me of a girl named Gwen Stacey, my first love." He admitted, and she bit her lower lip.

"Did you think she was pretty?" She continued.

"She was beautiful," he answered, and Gracie blushed slightly with a smile. "C'mon, we should get some food in your system before you end up passing out from taking out all that blood. You are one crazy chick for doing all this," he stated, and she nodded.

"You're right, I am crazy. We both are. You especially for going out and risking your life every day for people you don't even know, but that's what a hero is. Someone who isn't afraid to be crazy. Maybe that's why I admire you." She said, kissing his cheek and resting her head on his shoulder with a smile.


	4. Four - The Flute

"New York is a place of many mysteries, don't you think? Everything happens here, from Spider-Man to a giant lizard to Electro." Gracie joked. "But it's not New York, it's Oscorp that creates these things. Every thing that's happened until now has involved Oscorp in some way, even you. I got a job there thinking they could have the answers to what happened to me, thinking they could be the reason that I am the way I am." She explained.

"You're right, they could have the answers, but what if they don't?" Peter wondered as he opened the door for her to the restaurant. Already having expecting such a question, Gracie smiled.

"That's always a possibility, but I'm not going to let it stop me. Maybe they didn't cause this, but they have the equipment that I need to find out what did. In truth, that's all I care about." She admitted, then walked in and straight toward a small booth with Peter close behind. "Oscorp is the most financial and up-to-date science facility in the world, it's equipment is always being upgraded and more advanced than any other facility there is. Something in there has to be able to help me." She continued.

"Yea, that's a possibility. Since you already know who I am, do you know that I was first in my class for science? I've gotten plenty of awards and scholarship offers for the achievements I've done." He noted, and she arched an eyebrow.

"Um, that's great to here, but why are you telling me this? Are you trying to offer me your assistance?" She questioned, and he nodded with a grin. "That would be amazing, but you have a job. How can you help me when your life is already packed with things. You're a hero to this city, you can't just drop it all to help some girl you just met. Thank you anyway, Peter." She said with a small blush.

"Can I take your orders?" The waitress interrupted before Peter could say anything, and both quickly looked over their menus with a laugh and told her what they wanted. Music played from the restaurant speakers as they waited for their food and drinks to arrive, which took about 10-15 minutes of awkward silence as Gracie looked over her notes and Peter texted MJ.

"Thanks for treating me to eat, that was really nice of you." Gracie said as she took a sip of her sprite while Peter dug into his food like a savage. "You need better table manners, my dear Mister Parker." She teased with a giggle as she handed him some napkins.

"So everyone says, but I don't see what the big deal is. I'm not going to waist precious seconds of my life trying to cut my food properly and deciding which spoon should be used to eat _soup_." He told her.

"You are absolutely right, I apologize for not taking your thoughts on the matter into consideration. Besides, you're treating me to food so I really shouldn't complain." She apologized as the song changed. Peter, enjoying the slow melody, stood from his seat and extended his hand toward Gracie.

"May I have this dance, Miss Stewart?" He asked, and she could feel her face heat up as people turned to look at them.

"I don't think this is a dancing restaurant." She whispered, and he shrugged. "Fine, I'll dance with you. Of course there is a catch. If I dance with you, I want you to promise me that you won't be so reckless when you go out to fight." She pleaded and his eyes widened.

"You're really worried about me, aren't you?" He asked, and she nodded. "Alright, I promise. Now dance with me, Gracie." He said, and she gently placed her hand in his. _Iris _by Sleeping With Sirens played in the background as Peter wrapped his arm around Gracie's waist and pulled her close against him. "I don't understand why I'm so drawn to you. What is it that makes me want to hold you and never let you go?" He questioned.

"Peter, I'm- I'm not sure what you're talking about." She said, stopping herself before she told him who she really was.

"I know it sounds strange, and I barely met you last night, but I'm scared of losing you." He said, and she quickly pulled away.

"Please don't say that." She begged, and turned away from him. "I don't know how long I'm going to be around, so getting attached is only going to make leaving even harder for me. Thank you for everything today, but I suggest you stay away from now on. I know I said I'd stop running from you, but staying by your side is only going to make things worse. You're living a good life with your aunt and your beautiful girlfriend. Being with me will only bring complications," she said, her fists clenched tightly and her nails digging into her skin.

"Gracie, we're just friends, aren't we?" He said, and she could have swore she felt something snap in her chest. Biting her lower lip, Gracie grabbed her coat and burst out of the restaurant, her heart beat beginning to slow down gradually.

"Not now, I'm begging you!" She cried, running into the bell tower and falling flat on her face in the exact spot where she died. Feeling herself getting weaker, she tried to push herself back up, but failed and ended up just laying there as her heart came to a stop. "Here we go again," she whispered, shutting her eyes and dying.

"Gracie!" Peter called as he ran out of the restaurant and looked around for her, but she was already gone. "Dammit, what did I do?" He asked himself, banging his fist into the wall and leaving an indent. Sighing, Peter walked back in to pay the bill before heading out to go pick up Mary Jane from work. He had promised he'd walk her home, and he planned on keeping his promise to her. After losing Gwen, he swore to himself that he'd never break a promise again to the ones he loved.

Finally waking up from her dead state, Gracie slowly sat up and stared at the ground with a frown. She felt embarrassed for having run out like that, and she couldn't understand why her heart was stopping more than usual. Sure, it picked random moments to stop, but those random moments were usually 6-10 days apart from each other. The only explanation she could come up with that would change the pattern was seeing Peter again after so long.

"It's been a while, Gwen Stacey." An ominous voice called, and Gracie snapped her head back toward where the voice came from. "We've never met, but I've been watching you for a long time. I'm the one who called you back from your shallow grave, I am the man who restarted your heart." He continued, his face concealed in darkness.

"Who are you? What did you do to me?" She asked, trying to stand but failing miserably. "What reason could you possibly have to bring me back from the dead? Is it revenge? Do you want revenge on Spider-Man? If that's what it is, you can be damn well sure that I'm not going to help the likes of you." She sneered, and he chuckled, his laugh booming and frightening.

"Revenge on Spider-Man? Oh no, it seems you've misunderstood, my sweet Gwen. I'm taking revenge on something completely different, the one thing that ruined my life. It took my family from me and turned me into a bloodthirsty monster. My quarrel is with Oscorp." He corrected her.

"Oscorp? What does that have to do with me? Sure, I was an intern there, but I don't have connections now." She told him.

"You know where things are, and how things are done. Every time Spider-Man needed help, you went straight to Oscorp and knew exactly what to do. I want to use your knowledge to bring that facility to ruin, I want to watch Oscorp burn." He growled, and she cringed at the ice in his voice.

"You revived me from my eternal slumber for some petty revenge? Give me a good reason why I shouldn't rip your throat out." She threatened.

"Because I am giving you a second chance at life, a second chance with your beloved Peter Parker. Isn't this what you wanted?" He questioned.

"No! This is far from what I wanted." She hissed back, her eyes welling up with tears. "I was supposed to stay dead, not be brought back to life like a science experiment by some crazed freak. How am I supposed to be happy when I know that being near him stops my heart? I can't even tell him who I am without worrying about his reaction. Gwen Stacey is dead and Gracie Stewart shouldn't exist. When you brought me back, there was no way you were thinking about giving me a second chance at life. All you saw was a weapon against Oscorp, but guess what? I'm not going to help you, and you can't make me." She barked at him in anger.

"You're wrong, Gwen. I _can_ make you do what I want, I was just giving you the choice, thinking that you would make the right decision. I was hoping you of all people would understand where I was coming from. Oscorp ruined our lives and took away the people we cared for the most. I'm thoroughly disappointed in you." He scolded, and she watched as he pulled out a flute from under his black coat.

"What are you do-?" She began, but shut up as he began to play, her ear ringing and her head spinning. She could feel her body moving on its own, her voice and thoughts being silenced by the soft melody of the instrument…


	5. Five - Chaos

The cops sirens blared beneath Spider-Man as he swung from building-to-building, the jewelry thief speeding at 200 MPH. Just as he was about to swing down, something collided with his back and slammed him down onto the roof of a building, his rib cage breaking from the pressure. His vision was fuzzy, but the crazy giggling was unmistakable. Whoever had hit him was definitely female, and she was strong.

"I squished you like a bug," she joked, jumping off of him and skipping toward the edge of the building. "Catch me, Spider-Man!" She sang, falling back off the building. Horrified, he forced himself up and ran to the edge of the building, only to find himself backing away in bewilderment.

"Who are you?" He asked as she climbed back up the side of the building and crouched down on the ledge.

"Me? I'm Chaos, nice to finally meet you." She purred, her blue eyes piercing like daggers into his soul. She had a type of sinister look in her eyes that could put someone in a body bag just for looking into them for too long.

"What are you?" Spider-Man questioned.

"Chaos," she answered with a smile while skipping toward him. He quickly took a step back, but didn't make it in time to avoid her touch. Just by poking his chest, he was sent flying by a massive shockwave and slammed into a billboard. Before he was able to regain his composure, his head began to throb and show him images of Gwen's death that had him screaming.

"W-what did you do to me?" He managed to cough out as the images began to fade.

"I showed you the madness in your heart, my dear. Don't weep, and let me set you free." She whispered into his ear, her hand cupping his cheek. "You're mine, so stop all of this and come with me." She pleaded, her eyes watering as she stared at him.

"Why a spider?" He finally asked, looking at her black spider mask, and she giggled.

"Because it is proof that you belong to _me_. The spider shows that Spider-Man isn't the only one with power in this big city," she hissed, her lips brushing up his cheek.

"Get off of me!" He screamed, wrapping her in a web and swinging her into the ground. Right before impact, Chaos released a massive amount of dark energy, stopping her from colliding with the ground the way he had planned. Smirking, she unwrapped herself from his web and jumped back onto the ledge.

"Be warned, Spider-Man. If I can't have you, no one can! I will burn your precious city to the ground, and I will make you watch as I destroy the ones you love, one-by-one." Chaos threatened, then jumped off the building and vanished.

"What the Hell just happened?" Spider-Man questioned as he slowly pushed himself off the ground, his body bruised and broken. Knowing that a bank robber was still on the loose, he took small breaths to avoid any pain and went right back to work.

"Time to wake up!" The alarm sang, and Gracie groaned, sitting up on her bed and looking at herself in the mirror. Her long black hair was sticking out everywhere and her blue eyes looked worn out and tired. Sighing, Gracie took a quick shower before work, remembering to put on her brown contacts and her dark colored make-up.

"Time for work, Gracie." She moaned to herself, running down the stairs and bursting out of the lobby. Just as she turned into the street, a pair of warm arms wrapped around her waist and swept her off her feet to twirl her around. "Peter!" She cried as he set her down and he laughed.

"Sorry, did I scare you?" He asked, wincing slightly from the pain of his broken rib cage.

"Yea, you did!" She scold as they safely reached the sidewalk. "I thought I told you to stay away from me, why don't you ever listen?" She asked, folding her arms across her chest and standing in front of him.

"You did, but I never agreed to it." He noted, and she rolled her eyes. "I told you that I'm scared of losing you, so there is no way I'm leaving you alone." He informed her, and she blushed.

"Whatever, loser." She said, playfully punching his arm.

"Are you dating Spider-Man?!" A random girl asked, running over to them and shoving Peter aside as if he was no one.

"What the Hell are you talking about?" Gracie asked, and the girl shoved a newspaper in her face. The headline for the paper was: **Who Is Spider-Man's New Sweetheart?!** Underneath the article was a picture of Gracie in Spider-Man's arms in front of Oscorp. Astonished, she snatched the paper away from the girl and gawked at it. "What scandalous lies! I am definitely not dating that hot-headed attention seeker, now leave me alone!" She screamed, then stormed off with Peter close behind.

"Hot-headed attention seeker?" He asked as she ripped up the paper and tossed it into the trash.

"Oh shut up! You know I didn't mean that, I was just trying to get her to leave me alone. Besides, it's not like I- what happened to your face?" She asked, cutting off her rant and moving his chin to look at his bruised cheek.

"The entire city thinks we're dating, I definitely can't let you leave my side now. I got attacked by a girl who called herself Chaos, and she seemed determined in making sure that I belonged only to her." He explained, and Gracie cocked her head.

"That ludicrous! You can't honestly believe she's going to attack me because of some article, can you?" She wondered, and he nodded. "Fine, you can stick around, but if things get too hard I want you to run. I know you have this stupid belief that you can take on anything, but you promised you'd take better care of yourself. You need to learn that sometimes the best thing to do is run," she told him as she headed toward work.

"Gracie!" He called, and she looked back at him. "I'm sorry about yesterday. If I hurt you, I'm sorry. I really never meant to hurt you, I swear." He apologized and she looked away.

"You didn't hurt me, Peter, my past did." She corrected him, then walked off without another word. Confused, Peter began to chase after her, but stopped when his phone began to ring in his pocket.

"Hey, MJ." He answered, and Gwen picked up the pace. She turned into the alley to take a short cut, then froze as her eyes landed on the clock tower. A shiver ran up her spine as she remember the man she met there, the sound of his flute embedded in her memory. She was terrified of him and of what he could make her do with the control he had over her, she faintly remembered sneaking into Oscorp and stealing some files then heading home and going to bed.

"Peter," she whispered, hugging herself in fear.

"Gracie!" Peter called as he ran into the alley. "Hey, I have to head out, bu-." He began, but shut up as he saw the look of terror in her eyes, her face having gone pale. "What's wrong? Are you alright?" He questioned, pulling her into a hug.

"Yea, I'm okay. Can you please just walk me to work? After that, you can go wherever it is you're going." She pleaded, and he nodded with a small smile.

"Yea, I'll walk you. Just take a deep breath and relax, alright?" He assured her and she did as he said. As they walked, Peter could feel her trembling beside him, her eyes downcast and her legs looking as if they were about to give out on her. He couldn't understand it, but he knew that her past had to have something to do with what was happening to her…


	6. Six - I'm Not Strong Enough

**Chaos (noun): A state of complete disorder and confusion.**

**Synonyms: disarray, holy mess, lawlessness, misrule**

**Antonyms: harmony, normality, order, system**

"Files were stolen from Oscorp?" Gracie questioned as she walked down the long hallway with her colleague Liam.

"Yea, they just snuck in here and took 'em. It's so weird, 'cause there are security cameras all over this facility and there isn't a single trace of the thief or of anyone ever entering the building at all." He replied, and she chewed on her lower lip at the memory of her sneaking in.

"That is strange, I hope they catch the person soon." She lied, I mean, she didn't want them to find out it was her and then be sent to jail. The two entered the staff room, but stopped at the door when they noticed everyone looking up with wide eyes.

"Gracie Stewart!" A bell-like voice sang, and Gracie immediately snapped her head up at the large TV in front of them. "I'm sure that Spider-Man has already warned you about me, but I'll introduce myself anyway. My name is Chaos, and a little bird told me that you've been playing with my special toy lately. Normally, I would sentence you to death, but I'm in a good mood so I'll leave you with a warning. If you ever go near Spider-Man again, _I'll kill you_." Chaos threatened, growling the last three words through her crimson lips and perfect teeth.

Chaos was stunning, that was for sure. The black leather of her outfit clung to her body like a second skin, exposing her curves and capturing the eyes of every male there. The black spider mask that concealed her upper face brought out the intensity of her bright blue eyes and short blonde hair. Still, there was something off about her, something about her that just didn't feel right.

"Kill me? For what? Spider-Man doesn't belong to you, or me for that matter. He belongs to the people of New York, he is a hero to this city. And you're just a selfish _bitch_." Gracie snapped in anger, and Chaos giggled.

"Just stay away from my man, because I know where you live, my little gothic princess." She cooed, and Gracie ran off toward the recording room. It wasn't just in the staff room, Chaos's message was being relayed all over Oscorp. Bursting in through the door, Gracie watched in shock as everyone in the tech room tried to figure out where the signal was coming from and how to shut it off.

"Just turn off the entire power core already!" She snapped at them, running toward the electrical room and pulling the switch the turned off all of the power in the building. It was a risky move, but she was getting sick of seeing Chaos's stupid face everywhere.

"Why would you do that?" One of the tech guys asked as he stared at her in disbelief.

"I don't like being threatened, thank you very much. It was either this or hear more about what that blonde bimbo has to say about me." She said as she leaned back against the wall and slid down. "I can't believe this is happening, I'm not even dating Spider-Man and here I am getting a warning to stay away from him from some psychopath!" She cried, banging her head back against the wall.

"We'll leave the power off for five minutes, but that's all you get." The guy told her, and she smiled. With that, he walked out of the room and left her in there alone.

"This is all so ridiculous." She groaned, then jumped when her phone suddenly began to vibrate. "Hello?" She answered it, her hands shaking slightly in fear that it would be the devil herself calling.

"Gracie?" A familiar female voice asked, and she let out a sigh in relief.

"Oh, it's just you. For a minute there I thought you we- wait a minute! Why are you calling me, Mary Jane?" She asked in shock.

"Sorry, was I disturbing you in the middle work?"

"No, you weren't bu-."

"What's your relationship to Spider-Man?" Mary Jane asked without any hesitation as she set down the newspaper and swirled her tea. She had just come out of work and found a newspaper taped outside of her door as if it were left there on purpose for her to see. "Why are you so quiet? Tell me what you have to do with Spider-Man?" She persisted, then set down her tea as she heard Gracie sigh on the other line.

"Mary Jane, why do you care? Aren't you with Peter Parker? I'm sure Peter wouldn't like you being jealous about someone else being with Spider-Man, unless you don't love Peter." Gracie said, trying hard to play her cards right.

"Don't answer my question with a question!" MJ screamed, then gasped when she heard her front door open.

"MJ, I'm here!" Gracie could hear Peter call on the other line, and Mary Jane hung up the phone before he could see.

"Idiot," Gracie grumbled as she tossed her phone at the wall and smashed it. Not wanting to fall behind on work, she made her way back to her office just as they turned the power back on. She stood at the door for a minute, then walked in and began looking through her notes, but she became so frustrated and just knocked it all off the table. "This is insane, I shouldn't be alive." She said to herself, then stood up and walked over to the fridge with a frown.

"What am I?" She asked, her eyes beginning to water as she pulled out Peter's test tube and set it down on the desk. Staring at it for a while, something inside of her finally snapped and she pushed the fridge over, the tubes falling out and spilling blood and glass all over the floor as the fridge hit the ground with a loud bang. "What am I?!" She screamed, crumbling to her hands and knees and screaming at the top of her lungs as tears streamed down her face. She was in agony, pure agony.

"What's wrong, MJ? You look like you just saw a ghost," Peter joked as he embraced his girlfriend and gave her a small kiss.

"Peter Parker, you are the world's most amazing boyfriend in this entire world, and I hope to one day soon be your bride." Was all she said, and he stared at her in shock. Although he had thought of proposing to her many times over the last year, she had never brought it up before herself so it was definitely a surprise to him.

"MJ, what is this all of a sudden?" He asked.

"I love you, I love you so much. Please, tell me you love me too. Hold me, Peter, hold me and make me yours. I love you." She pleaded with him, and Peter shut his eyes. When he did, he immediately regretted it. The image behind his closed eyelids was that of his lovely Gwen, his first love.

"I can't," he whispered, and Mary Jane pulled away from him with tears welling up in her eyes.

"Why? Because of Gracie?" She questioned him, and he recoiled.

"What? Why would it be becau-?"

"Are you falling in love with Gracie?!"

"Never. MJ, what has gotten in-?"

"Then tell me the truth! Why won't you love me the way you used to before she came along? I'm here, Peter! Why won't you just make me yours?"

"It's because of Gwen!" He finally shouted in anger, and Mary Jane jumped at the amount of ice in his voice. "Are you happy now, MJ? You got what you wanted, didn't you? Is this what you called me over here for, to argue? If so, then I'm done. Call me again once you've calmed down, because I'm not strong enough for this right now." He admitted, then walked out on her.

"I'm not strong enough to stay away," Gracie said as she stood atop of the clock tower, her body and clothes stained in blood. The blood was from the broken test tubes and the several cuts she had got on her hands and legs from the glass. "And so it begins," she whispered as she felt her heart begin to slow down. Walking closer to the edge, she dropped a single red rose from above with a sad smile. Not fighting it, she turned around and fell from the tower as her heart stopped…

* * *

A/N: Hahaha! Okay, so someone asked me why I never write any author's notes, and I thought that was just so funny and ironic. On another site I use called Wattpad, I tend to write a lot of author's notes on one of popular stories, and it tends to annoy the readers, and some people don't even bother to glimpse at them. Here, I hardly ever write these and people are asking for them, which is why it is both humorous and ironic to me. Well, my name is Jessie, but most of my readers call me by my nickname: Banana. There's a funny story behind that nickname, but I won't go into that. I'm happy to see that people actually enjoy this story, and I'm grateful for the comments. Thank you for reading, and I'm sorry that I have been lagging to update. Banana is sorry, and will try harder to post chapters sooner! Okay, well bye for now!


	7. Seven - Who Are You, Gracie Stewart?

His heart nearly stopped in his chest, his face growing pale, and his eyes so wide that he swore they would pop right out of their sockets; however, he just continued to stand there and watch the scene in horror. Gracie was falling, falling from the same tower that Gwen had fallen from three years before. He so desperately wanted to run over and grab her before she could meet the same fate as his beloved, but he couldn't. He just kept thinking that he wouldn't be able to make it and fail her the way he did before.

"Gracie!" Peter finally shouted, running into the clock tower without anyone noticing him. Inside, he pulled on his mask and removed his clothing that concealed his suit, then ran back out right on time to catch the lovely black haired beauty. She lay limp in his arms, her face pale and her eyes shut. She was dead. "No, Gracie, not you too. Please, open your eyes and wake up." He pleaded, shaking her and hoping she'd wake up.

"Someone call 9-1-1!" A lady shouted, and Spider-Man hugged Gracie close to his chest. Not wanting to cause anymore of a scene, he shot out his web and took her somewhere where they could be alone: his house.

"Gracie, please wake up." He begged her as he laid her down on his bed and lightly stoked her cheek. "You know, this is all too familiar to me. A few years ago I lost the love of my life on that same clock tower, and I refuse to lose you too. You're my friend, my best friend. Gracie, please wake up and let me see your smile once more." He said as his eyes welled up with tears.

After about fifteen minutes of pleading for her to wake back up, he finally just gave up. Peter truly believed that Gracie was dead, so he concealed her body with a white sheet and sat down on the floor with his face buried in his hands. He was heart broken, distraught by the loss of his friend. His life was one of utter misery, everyone he cared about dying. His parents, his uncle, Gwen's father, and then Gwen herself. Now, he lost Gracie as well. She was dead, and all he could think about was Mary Jane. He couldn't lose MJ, he could never lose her.

He knew why she was angry, MJ had every right to be. He was pulling away from her, spending time with Gracie behind her back, and now his little meetings with another girl had become public. She was just afraid of losing him, and he would've given her what she wanted right in that instant if it weren't for the fact that he was still grieving. He wanted MJ more than anything, but he was so lost in his memories of Gwen to make her his wife the way he should have long ago. Without him paying attention, Gracie's eyes snapped open and she slowly moved the sheet away from her face.

"Where-?" She began in a whisper, then shut up as she recognized the room. Sitting up on the bed, she looked down at Peter, tears rolling down her cheeks as she saw his agony. He looked so broken, curled up on the ground as he hugged his knees to his chest. She really didn't want to ruin his moment, so she quietly made her way off the bed and tried to sneak passed him.

"Gwen," he suddenly called, and she tensed up, her heart racing and all color draining from her face as she turned to look back at him. She was relieved that he was still in the same position and hadn't noticed her, but mortified at herself for trying to sneak out on him. Here he was on his knees and crying for her death, and she was leaving him. She was just so sick of running away, so sick of hiding who she was, but she still couldn't tell him. No matter what, he could never know.

"Peter," Gracie called out to him, and he snapped his head back and stared at her in astonishment. "Stop crying," she begged him as she watched him slowly rise to his feet and continue to gaze at her. "You know, I think I should be going now. It's getting late and I don't feel comfortable being alone in a roo-."

"Shut up!" He shouted, interrupting her, and she quickly snapped her mouth shut and stared at him in shock. "You were dead right now, but now you're not. This is the second time this has happened. The first time we met you lay dead in my arms, but it was as if it was something that you were used to since you had brushed it off so easily. I know you don't know what you are, so just answer me this one question: why were you on that clock tower?" He asked as he stalked closer to her, and she backed up against the wall in fear.

"Peter, I don't know wha-." She began to lie, but he slammed his fist into the wall next to her head to shut her back up.

"Don't lie to me, Gracie! I saved you before you could hit the ground, so I know you were there. And you even happened to know who I was without me telling you. Just answer me this one question, and I'll leave you alone." He demanded, and she gulped.

"I was sight seeing," she lied again.

"_Stop doing that_, just tell me the truth." He ordered her.

"What truth? I'm not lying to you."

"Yes, you are! Who are you, Gracie Stewart? Who are you and why did you come to me of all people?"

"I didn't go to you, you came to me!" She argued.

"You were in my house the night we first met, I wasn't in yours. Why did you choo-?"

"I didn't choose anything, Peter Parker. Aunt May invited me over, I didn't ask her to do that, but you can believe whatever the Hell you want. I am done trying to be nice to you, done. Thank you for helping me come this far, I think I'll be taking my leave now. Have a nice life, jerk." She sneered, then shoved him away and walked out. She was broken, crying her eyes out as she made her way out of the house. Outside, she came face-to-face with May Jane Watson.

"Gracie?" MJ called, her eyes wide as she stared at the crying girl in front of her.

"Yea, that's my name. I'm Gracie Stewart, a nobody in these ruins of a once great city." Gracie replied, looking her right in the eyes. "Just so you know, I don't like Spider-Man or Peter Parker, and I don't care about whatever messed up love triangle you are playing, but don't drag me into it." She continued in anger.

"Gracie, I'm so-."

"Don't apologize! Please, don't do that to me, Mary Jane. All of you should just stay away from me and go on with your happy lives. Peter loves you, I see it in his eyes every time he says your name. Don't be confused, don't lose sight of im. I did once, and now I'm stuck in this Hell that I call a life." Gracie cried, cutting MJ off before she could finish her sentence.

"You did once?" MJ suddenly questioned, and Gracie smiled as she shook her head.

"I'm not who you think I am, Mary Jane. I'm living a lie, a lie that there is no escaping from at this point. I died once, and I live with that every single day. I died, and I should never have came back to life."

"You're-."

"Don't say it, don't say my name. Just leave me dead where I belong, and leave me alone. Why can't I just rest in peace?" Gracie asked, then walked right passed Mary Jane and left…

* * *

A/N: Oh mah gerd, guys, I am such a sissy. I actually cried for this chapter. That's what I get for listening to _Hear You Me_ by Jimmy Eat World while writing this. Damn you emotional music! Also, I think I may have given you guys the wrong impression: I do like Mary Jane. I love her character, I am a big fan of red-heads, like, I am not even kidding. Red-heads make up my existence, I would totally marry one and we would have beautiful red haired babies. Anyway, I am still in the process of developing her character, and she isn't anything like how she seemed in the last chapter. She was just angry, and I'm sorry if I offended you because of it. MJ plays a pretty big role in this short-story of mine, so don't count her out just yet. Okay, well, that's all for now. Bye... ._.


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